CORPORATE GOVERNANCE
Santos Brasil's actions are based on the adoption of transparency and security criteria when disclosing information due to the isonomy of treatment dedicated to stockholders and investors and the ethical commitment to the market.Listed as Level 2 of Corporate Governance of the São Paulo stock exchange – BM&FBovespa, the Company complies with all the rules relating to joint-stock capital companies of this segment and adopts differentiated governance practices required for New Market companies, such as the 100% tag along offer in relation to the price obtained by the controlling shareholder to all minority shares in the event of alienation of control.
BOARD OF DIRECTORS
The highest authority in the governance model of Santos Brasil is comprised of nine permanent members, three of whom are independent advisors, and also six alternates. The members of the Board of Directors are elected in Ordinary General Shareholders' Meetings (OGSMs) and serve for a unified two year term. Re-election is permitted. The mandate of current members expires at the 2012 Ordinary General Shareholders' Meeting.The main attributions of the Executive Board are: nominating, orientation and inspecting of the Executive Board; supervising the conducting of business; defining strategies and monitoring their implementation. The entity is also responsible for approving the annual budget and investment plan.
Meetings are ordinarily held each quarter; however, extraordinary meetings may be held whenever necessary. In line with the best practices of governance, the Chairman of the Board of Directors and other advisors are not members of the Statutory Board.
In 2011, six meetings were held and advisor remuneration totaled R$1,842,900. None of the advisors receive any additional remuneration in the event of their dismissal from office and they are not subject to age-related compulsory retirement.
STATUTORY BOARD OF EXECUTIVE OFFICERS
It is composed of four executive officers, including one Chief Executive Officer, one Chief Financial and Investor Relations Officer, one Chief Commercial Officer and one Chief Operations Officer, all elected by the Board of Directors for a two-year term; re-election is permitted. The mandate of current members expires at the first Board of Directors meeting after the 2012 Ordinary General Shareholders' Meeting. The variable compensation of the Statutory Board is linked to the Company's results. In 2011, total remuneration was R$12,081,300, including wages, bonuses and stock options.
The executive officers are responsible for administering the Company's day-to-day operations, ensuring the application and implementation of decisions and directives stipulated by the Board of Directors.
FISCAL COUNCIL
Composed of four members (a chairman and three advisors), with one being elected by the minority stockholders, and of four substitute members (of which one is elected by the preferential stockholders). This is a permanent body acting independently from the Board and the external auditors of the Company. The mandate of current members expires at the 2012 Ordinary General Shareholders' Meeting.It is responsible for inspecting the Executive Board work and the compliance with its legal and statutory duties; and for examining and providing opinion on financial statements from the Company's fiscal year.
In 2011, the Fiscal Council met eight times and the compensation of its members, which is set annually by the Ordinary General Shareholders' Meeting, totaled R$568,500 during the period, which was equally distributed among its members.
| BOARD OF DIRECTORS |
Position | Member since |
|---|---|---|
| Richard Klien | Chairman | 1997 |
| Verônica Valente Dantas | Vice-Chairman | 2006 |
| José Raul Sant‘Anna | Board Member | 2010 |
| Marcos Nascimento Ferreira | Board Member | 2011 |
| Maria Amalia Delfim de Melo Coutrim | Board Member | 2000 |
| Andreas Klien | Board Member | 2008 |
| Hans J. F. Peters | Independent Board Member | 2006 |
| Wallim Cruz de Vasconcellos Junior | Independent Board Member | 2007 |
| Alcides Lopes Tápias | Independent Board Member | 2007 |
| DIRETORIA ESTATUTÁRIA |
In the Company since | |
| Antonio Carlos Duarte Sepúlveda | Chief Executive Officer | 2000 |
| Washington Cristiano Kato | Chief Financial Officer and Investor Relations Officer | 1997 |
| Caio Marcelo Morel Correa | Chief Operations Officer | 2006 |
| Mauro Santos Salgado | Chief Commercial Officer | 2007 |
| CONSELHO FISCAL | Member since | |
| Gilberto Braga | President | 1999 |
| Leonardo Guimarães Pinto | Member | 2007 |
| Antonio Carlos Pinto de Azeredo | Member | 2006 |
| Eduardo Grande Bittencourt | Member | 2010 |
INDEPENDENT AUDITOR
In compliance with CVM regulations, Santos Brasil will adopt a rotating system of independent auditors with a five-year frequency term as from 2012.The accounting statements for the 2011 fiscal year were audited by KPMG Independent Auditors.
DISCLOSURE POLICY
Since 2007, Santos Brasil has had Standards on the Use and Disclosure of Securities Information and Negotiations, which establishes rules for the disclosure and maintenance of confidentiality of relevant information.In addition to this, any transactions involving companies associated with the stockholders and associated parties are submitted for approval to the Board of Directors.